Roost Terms of Service
Last updated: December 15, 2011
These Terms of Service ("Terms") govern your access to and use of the services, websites, and applications offered by Roost (the "Service"). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Service you agree to be bound by these Terms.
Roost reserves the right to update and change the Terms from time to time without notice. Any new features that enhance the current Service, including the release of new tools and resources, shall be subject to the Terms. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms at any time at: http://www.roost.com/terms.
Violation of any of the terms below will result in the termination of your Account. You understand and agree that Roost cannot be responsible for the Content posted on the Service. You agree to use the Service at your own risk.
Account Terms
1. You must be 13 years or older to use this Service.
2. You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
3. Your login may only be used by one person - a single login shared by multiple people is not permitted. You may create separate logins for as many people as you'd like.
4. You must be a human. Accounts registered by "bots" or automated methods are not permitted.
5. You are responsible for maintaining the security of your account and password. Roost cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
6. You are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others who have accounts under your account).
7. One person or legal entity may not maintain more than one free account.
8. You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
Payment, Refunds, Upgrading and Terms
1. A valid credit card is required for paying accounts.
2. If you initially sign up for an account, and you don't cancel that account within 30 days, you will be billed monthly starting on the 30th day after your account was initially created. If you cancel prior to the processing of your first invoice on the 30th day, you will not be charged.
3. The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds for partial months of service, or for months unused with an open account. In order to treat everyone equally, no exceptions will be made.
4. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
Modifications to the Service and Prices
1. Roost reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
2. Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the RoostSite www.roost.com or the Service itself.
3. Roost shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
Cancellation and Termination
1. You are solely responsible for properly canceling your account. To cancel your account, you must email support@verticalresponse.com.
2. All of your Content will be immediately deleted from the Service upon cancellation. This information cannot be recovered once your account is cancelled.
3. Roost does not accept any liability for loss of Content due to Account cancellation.
4. If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.
5. Roost, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other Roost service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. Roost reserves the right to refuse service to anyone for any reason at any time.
Copyright and Content Ownership
1. We claim no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours. However, you agree to allow others to view and share your Content upon signing up for the Service.
2. Roost does not pre-screen Content, but Roost and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.
3. The look and feel of the Service is copyright � 2011 Roost Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from Roost.
4. By posting a link using the Service, you agree that you are following the relevant terms and conditions of the site to which are linking.
5. By posting a link using the Service, you agree that the Service may present the target site within a frame, and that the frame may contain advertising and tools related to the Service.
6. By posting a link, you acknowledge and agree that Roost is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Roost of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
General Conditions
1. Your use of the Service is at your sole risk. The service is provided on an "as is" and "as available" basis.
2. Technical support is only provided to paying account holders and is only available via email.
3. You understand that Roost uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
4. You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Roost, or any other Roost service.
5. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Roost.
6. We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms.
7. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Roost customer, employee, member, or officer will result in immediate account termination.
8. You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
9. You must not upload, post, host, or transmit unsolicited email, SMSs, or "spam" messages.
10. You must not transmit any worms or viruses or any code of a destructive nature.
11. If your bandwidth usage exceeds 100 MB/month, or significantly exceeds the average bandwidth usage (as determined solely by Roost) of other Roost customers, we reserve the right to immediately disable or impose restrictions upon your Account until you can reduce your bandwidth consumption.
12. Roost does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
13. You expressly understand and agree that Roost shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Roost has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
14. The failure of Roost to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. The Terms constitutes the entire agreement between you and Roost and govern your use of the Service, superceding any prior agreements between you and Roost (including, but not limited to, any prior versions of the Terms).
15. Questions about the Terms should be sent to support@verticalresponse.com.
Proprietary Rights
All right, title, and interest in and to the Service (excluding Content provided by users) are and will remain the exclusive property of Roost and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly provided herein, nothing in the Terms gives you a right to use the Roost name or any of the Roost trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
The Service may include advertisements, which may be targeted to the Content or information on the Service, queries made through the Service, or other information. The types and extent of advertising by Roost on the Service are subject to change. In consideration for Roost granting you access to and use of the Service, you agree that Roost and its third party providers and partners may place such advertising on the Service or in connection with the display of Content or information from the Service whether submitted by you or others.
Privacy
Roost values your privacy. Please review our Privacy Policy to learn more about how we collect and use information about you via the Service. By using the Service you consent to the transfer of your information to the United States and/or other countries for storage, processing and use by Roost.
Disclaimers; Indemnity
Your access to and use of the Service or any Content is at your own risk. You understand and agree that the Service is provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, ROOST AND ITS PARTNERS DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Service or any content thereon. Roost will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service, or any Content. You also agree that Roost has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Service. We make no warranty that the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Roost or through the Service, will create any warranty not expressly made herein.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROOST AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICE; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ROOST HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
If anyone brings a claim against us related to your actions or Content on the Service, or actions or Content by or from someone using your account, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
General Terms
These Terms and any action related thereto will be governed by the laws of the State of California without regard to or application of its conflict of law provisions or your state or country of residence. Unless submitted to arbitration as set forth in the following paragraph, all claims, legal proceedings or litigation arising in connection with the Service will be brought solely in San Francisco County, California, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
For any claim (excluding claims for injunctive or other equitable relief) under these Terms where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
These Terms are the entire and exclusive agreement between Roost and you regarding the Service (excluding any services for which you have a separate agreement with Roost that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between Roost and you regarding the Service.
The failure of Roost to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.
If you have any questions about our practices or this privacy policy, please contact us at privacy@verticalresponse.com, or send mail to:
Roost by Vertical Response
Attn: Privacy
50 Beale St
10th Floor
San Francisco, CA 94105